Alien Force Assemble!
by jakevoronkov1
Summary: The Alien Force is visited by Iron Man late into the night and are recruited for a mission involving the Kree Invasion. What secrets will be unvealed. And will Ultimo actually prove her trustworthiness to the team?
1. Part 1

**Jake here. The following saga takes place after chapters 43-45 of Axle's story-Ben 10: Gwen's AU. As I said before, I'm creating a Marvel Crossover saga and here it is! I'm co-writing this with Axle and Rush. Now then, Avengers, Assemble!**

**Song is Unstoppable by Rascal Flatts**

* * *

**Chapter 30**

**Alien Force Assemble! Part 1**

After Ultimo's attack, Jen and Eunice were still working on fixing up the city in their Jury Rigg forms. They had just finished fixing up Under town from Ultimo's blasts.

"That was really brave, what you did back there." Eunice said as they work. "Thank you, Jen."

"You don't have to thank me. I could never have done it without you guys. Besides being teammates, you guys are like family to me." Jury Rigg said, lovingly

* * *

Meanwhile, Ben try to explain to Gwen & Kevin what happen.

"You see...uh...your evil future selves came here from another dimension and start wrecking havoc...heh heh...And s-she wield an Omnitrix on her chest called the Gigatrix, which allow her to use any 10,000 aliens without transforming into one... And the evil Kevin can transform into a more hideous monster named Khaos 11,000. They were destroying everything, Bellwood, Undertown and the Plumber's HQ. I killed evil Kevin and ended up making evil Gwen gone berserk. She use the Giga Evolution which allow her to combine 8 alien powers as one & kicked our butt. Then Jen transform into the legendary Master Anodite and save the day!" Ben chuckle nervously and Gwen & Kevin has their arms crossed & stare at him.

"You think we're suppose to believe that?" ask Gwen.

"You're making that up." said Kevin.

"What?! Then explain me the destruction around here! We were fighting for our lives against the crazy, psycho version of Gwen who kill all of our family in the future and try to kill your younger self named Gwen 10!" exclaim Ben.

"Gwen 10? Me, wielding the Omnitrix? That's something you should put in the Fanfiction." scoff Gwen.

"ARRGGHH!" scream Ben in frestuation as his cousin and his old rival don't believe him.

* * *

On top of the Harangue Nation Tower, a ball of green light appeared and formed itself into Ultimo, fully clothed in her normal civilian clothes. She had no armor, and no To'Kustar Strength or Galvan Intelligence. After a few minutes, her eyes fluttered open and she stared at the world around her. She remembered the events that happened when she came here. Khaos' death, MA Jen defeating her, being banished to the Young Justice Universe, and Gwen killing her.

She started to cry. "I'm alive? This can't be happening. I deserve to die."

"It appears that the Good Lord has given you another chance." a voice from behind Ultimo said. Ultimo looked behind her to see Jen 10,000 leaning against the antenna. She walked towards her cousin.

"I don't deserve another chance. These things I've done make me deserve to not live anymore."

"Don't be so sad, Gwendolyn. This is your chance to show the universe they were wrong. This is your chance at redemption and to clean up the damage done to your good name."

"You really think I can."

"I know it. This is your time to show the Alien Force and the Multiverse that you can do it."

"I'll try."

"That's all I ask. I wish you the best of luck in your journey." Jen 10,000 left leaving Ultimo alone.

"I didn't ask for this new chance at life. I only have one thing on my mind right now-redemption. I really don't think that Alien Force will accept me now. Still, I'm their cousin...and I have got to try." She then climbed down the tower and walked towards OmniManor.

* * *

Back at OmniManor, the others were toasting their victory over Ultimo and Khaos.

Cooper had his tools as he was working on Zed's Nemetrix.

"What are you doing Cooper?" Helen asked as she went by him.

"Working on Zed's new Nemetrix so she can transform on her own. This way she won't need a whistle to transform."

"What a week!" Alan cheered as he laid back in his vibrating chair.

"First the Incursean defeat, then Ultimo and Khaos! What's next?" Looma asked, sitting next to Manny.

"Oh, please. The Incursean Empire is far from the most relentless empire out there." Attea stated.

"What do you mean, Attea?" Helen asked as they all went to the translucent chair.

"*Sigh* compared to the Kree empire, the Incurseans are nothing. They are sworn enemies with the Skull, a race of shapshifting aliens. The Kree are relentless creatures who execute anyone who they feel is unworthy to join the empire."

"They don't even try to conquer first sometimes?" Kai asked.

"Yes, but their energy powers best Incurseans by Ten-fold. I heard through an organization of agents called S.H.I.E.L.D. that they are coming for Earth." Attea said.

"S.H.I.E.L.D.? Strategic Homeland Intervention, Enforcement, and Logistics Division?" Elena asked

"Yes. How did you know?"

"The Plumbers and S.H.I.E.L.D. are closely related. We provide alien info for them." Rook said.

"They're headquarters is a helicarrier above New York City. Odds are they're coming for us to help." Attea said.

"Await an invitation coming soon."

* * *

Meanwhile, from the building right next to OmniManor, Ultimo was watching them from her binoculars as she saw the twins, Eunice, and Gwen and Kevin go to OmniManor from the streets. She was going over what she was going to tell them.

"Gah! How am I supposed to convince these people I'm on their side?! Why am I so bad at being good?!" She cried.

She saw them from the streets. They all entered OmniManor for the night.

"Here goes noting." She said as she jumped down to OmniManor and went up to the doorbell. She pressed the button. Jen came up to the door and opened it to find Ultimo.

"You again?! What do I have to do, get a restraining order?!" Jen said.

"Jen, look. You have every reason not to trust me right now. I implore you. Please show a shred of human dignity and just hear me out." Ultimo said.

"What do you have to say?!" She then turned into Titanosaurus **(This is her Humungousaur form's new name) **and tackled her into the wall of another building. The rest of the Alien Force went outside to see the commotion.

"What's going on?" Gwen asked.

"Ultimo's back." Titanosaurus said as she loosened her grip a little.

"You were telling the truth, Ben?" Gwen and Kevin asked.

"How am I supposed to make something _that _complicated up?"

"Good point."

"I swear, I'm not the same girl I was then. I'm a different person. Please, listen to me." Ultimo said as tears streamed down her eyes.

Titanosaurus gasped at the sight. She never knew someone so evil to show such weakness. She loosened her grip a little so she could see Ultimo's chest. It's a chest covered with a black T-Shirt. Nothing else. "The Gigatrix. It's gone." She turned back to herself as she let go of Ultimo. "You get one explanation."

"You've got to be kidding me, Jen! She almost killed us all and you're letting her talk?!" Looma yelled.

"She's crying her eyes out. If she was still truly evil, she wouldn't cry in front of us." Hope realized.

"It's more than that Hope." Jen told her mentor. "The Gigatrix isn't there anymore. I live by a code. 'Never use your powers against a powerless oponent, no matter what they've done.'"

"When you defeated me tonight, I took your every word to heart. I killed everyone I care about for no reason at all. What kind of person am I? Gwen 10 killed me in another alternate Dimension. She hit the Gigatrix with the Ultamatrix Punch from Ultimate Alien X."

"ULTIMATE ALIEN X?!" the twins shouted.

"He may be an evolved form, but he's still no match for a Master Anodite. However, the Punch sent the Ultamatrix energy through my being. I'm dead in the Gwen 10 universe, but the Ultamatrix Punch somehow caused me to be reborn here. I need to stay with you guys for a while until I'm ready to face Grandpa Max."

Hope and Elena gaped at her and felt her sympathy. They knew exactly how she felt.

Ben went over to her and explained her answer. "I recognize how broken and misunderstood you feel. However, that does not change the fact that you killed hundreds of people to no end. You're allowed to stay, but you will be kept under surveilance at all times until further notice." He nodded to Cooper who then took out an ankle bracelet and he strapped it onto her right ankle.

"If you try to pull anything, that bracelet will shock you hard." Jen said Ultimo nodded and they went inside.

"Please, don't call me Ultimo anymore. Just call me Gwendolyn." Gwendolyn said.

"OK, Gwendolyn." Jen said as they went inside.

* * *

Late into the night, everyone was sleeping except for Jen. She was in OmniManor's library to be alone with her thoughts. She was writing a note to her grandpa. She scracthed her pen on the paper, snuggly in her pajamas and bunny slippers. She was telling him that Ultimo was back where they were and she's a differen person now.

After a few minutes, she walked over to her guitar case, unpacked it, and started strumming and singing a nice country song.

* * *

**Yeah, Yeah Yeah  
Mm-hmm**

**Hey!**

**So  
So you made a lot of mistakes  
Walked down the road a little sideways  
Cracked a brick when you hit the wall**

**Yeah  
You got a pocket full of regret  
****Pull you down faster than a sunset  
It happens to us all  
****  
When the cold hard rain just won't quit and  
You can't see your way out of it!**

**You find your faith has been lost and shaken!  
You take back what's been taken!  
Get on your knees and dig down deep  
****You can do what you think is impossible!**

**Keep on believing, don't give in!  
It'll come and make you whole again!  
****It always will it always does  
Love is Unstoppable!**

**Love  
It can wether in a storm  
Bring you back to being born  
Again**

**Oohhh  
****  
(Helping hand)  
It's a helping hand when you need it most  
****A lighthouse shining on coast  
That never goes dim**

**When your heart is full of doubt and you  
Think that there's no way out!**

**You find your faith has been lost and shaken!  
You take back what's been taken!  
****Get on your knees and dig down deep  
You can do what you think is impossible!  
****  
Keep on believing, don't give in!  
It'll come and make you whole again!  
****It always will it always does  
Love is Unstoppable!**

**Like a river keeps on moving  
Like a North Wind blowing  
Don't it feel good? Don't it?  
Yeeeaaahhh!**

**You find your faith has been lost and shaken  
You take back what's been taken  
****Get on your knees and dig down deep  
You can do what you think is impossible!**

**Keep on believing, don't give in!  
It'll come and make you whole again!  
****It always will it always does  
Love is Un-**

**Unstoppable!**

**Love is Unstoppable!**

**So you made a lot of mistakes!  
Walked down the road a little sideways!  
Love!**

**Love is Unstoppable  
**

* * *

"You have such a beautiful voice, Jen. To tell you the truth, I didn't want this." Gwendolyn said from a corner in her nightgown. Jen swiveled her chair and saw Gwedolyn there. "But I had no choice."

"We always have a choice. You had a choice when you killed all of those people."

"Once I started, there was no going back. When I killed Ben, I felt a tear in my soul that couldn't be fixed. There was always so much regret in my mind, it was just overshadowed with revenge until now. I spent a lot of nights wishing I could take it back with Khaos. I'm not asking you to forgive me. I just want you to understand."

"Going after me and Ben I understand." She turned to her cameras to see her other members of the Alien Force family sleeping. "But why them? They're not even by blood. They didn't do anything to upset you and you killed their other versons too. You're own family may be horrible, but innocent beings who did nothing to you? You're a former Plumber's Magister. You should know better as well, if not better than anybody, that that's a fatal flaw. That's just about as bad it gets."

"I know, Vilgax was right about me. I'm no better than him, or Aggregor, or anyone I've faced. I don't deserve this comfort you've given me." She looked at her locket. "I didn't ask to be this monster. The only thing left of me now is you, Jen. You and the Alien Force are my only reason to live right now. I believe that I was reborn here because the Lord gave me a second chance to right the wrongs that I've done. All I wanted after that was power. I'm not going to make that mistake again."

"Gwendolyn, you aren't the first one I've faced that had that problem. You were just like my other cousin. Sunny has always been jealous of me when we were training. I'm an Anodite prodigy. While she was at the bottom of the training for her reckless behavior, I was at the top. But I never let her jealousy get to me. Because I knew, deep down we were still family. I believe in second chances. I forgive you. I can't promise you that the others will." Jen said, embracing her alternate cousin in a strong hug. "But I still forgive you. If that makes me crazy then I am. I'm not giving up on you, or Ben, or the rest of the team. Wether their blood or not, they're still family, I would break my leg for them. Then again, the healing factor of Anodites is realtively fast.*giggles*"

"I understand. I don't want your sympathy. I just want justice and redemption."

Jen wouldn't let go of her alternate cousin. "Sometimes I love this job that I have and sometimes I just hate it."

"I've been there."

* * *

In the skies above Bellwood, there above flew a suit of armor piloted by the one and only Tony Stark aka Iron Man. He made his way to OmniManor from the air. "J.A.R.V.I.S. How much further to Alien Force's home?"

"Sir, OmniManor is impossible to detect. There is an anti-detection shield on it, it is only accessible through the door, it looks like an abandoned warehouse, though."

"Want something done right, do it yourself." He flew down to OmniManor from his perch in the sky.

The clang of the armor's feet against the ground awoke Zed from her sleep. She growled at Iron Man, thinking he works for Ultimo. She growled at him and tackled him to the ground, biting his arm.

"Aahhh! You said nothing about the dog!" Iron Man told J.A.R.V.I.S.

The noise startled Jen and Gwendolyn and they saw the security cameras. She turned it to outside and saw Zed wrestling Tony.

"Iron Man?" she turned on the intercom. She turned on the alarm and got out of the library chair and ran outside. "Zed! Heel!"

Zed heard her and let go of Iron Man, untrusting. Jen ran over to him.

"A thousand apologies, Mr. Stark. I'm Jen Tenny-"

"I know who you are." Iron Man said. "You can call me Tony if you want."

The others ran outside and went to Jen. Tony noticed Gwendolyn.

"Ultimo!" Iron Man shouted as he set all his weapons up.

Gwendolyn got scared and hid behind Manny. "Leave her alone, buddy. She's trying to be different. She's very paranoid now. Ever since she was reborn, she's just been an emotional wreck. Kind of like how I was before I trained Jen in magic." Hope said.

"And we have her under surveilance just in case." Attea said.

Iron Man shut off his weapons and went to the twins. "Fury sent me here to get you guys to the Helicarrier. We need you on a mission for S.H.I.E.L.D."

"Awesome!" Jen said as they all high-fived.

"And since She-who-must-not-be-named is a scientist here, Ant-Man and I are going to see her as a useful scientist for this mission. Plus, Elena and Cooper could help massively with the weapons."

"I-I'm going to do this." Gwendolyn said. "If it means earning back my honor and my life, I have to do this."

"Tony to Fury. They're onboard." Iron Man said.

* * *

Iron Man brought the Alien Force to the Helicarrier, however, Zed was biting his leg, thinking he's one of Ultimo's cronies because of the armor. She still doesn't fully trust Gwendolyn yet.

"Hey, get this dog off me!" said Iron Man as he tried to shake Zed loose but she remain grip on him. Kevin scratch her and she let go of Iron Man and start panting. "Thanks." said Iron Man.

"No prob." said Kevin.

"Wow! The S.H.I.E.L.D. are recuiting more teenagers! I thought Giant Girl and I are the only teen around here." said someone. They look around in confusion then a teenager wearing a red-and-blue skin-tight costume with a spider symbol on his chest appear hanging upside down and holding a thread of webbing. His face was hidden under the mask with two yellow goggle.

"WAH!" exclaim everyone.

"Who are you?!" ask Gwen & Jen.

"I'm your friendly neighborhood superhero, The Amazing Spider-Man!" Spidey introduce himself.

"He remains me of Spider-Monkey." said Ben.

"Oh, you're the kid who can transform into multiple alien forms. For a minute I saw you, I thought you were a Skrull!" chuckle Spidey.

"Yeah, he even become an alien Giant Man." smile a woman wearing a red uniform with black stripes and has brown hair sticking out of her mask. "Hi, I'm Giant Girl." smile Giant Girl as she handshake Gwen then Jen then Eunice. She stare at Attea, Helen, and Looma.

"Whoa, you guys are aliens? What the heck, the Plumbers has many alien members." she shrugged.

"Why did Fury call us here anyway?" Jen asked.

"Says the girl who's team took down two of the fiercest beings that ever existed." Said a voice from the corner. They turned around and found an African-American man with a black coat and an eye-patch.

"Nick Fury." Ben said.

"In the flesh, Tennyson." Nick said. "Alien Force, we have called you here for assistance. Our sources have found an alien sentinel crashed down in New Jersey. When our sources approached it, it attacked without warning. Info scans suggest Kree."

"Why are we involved in this?" Rook asked.

"You are the finest group of Alien heroes we can find. Fury figured you were needed." Iron Man said as he showed footage of the teams battles.

"Man, I met alternate counterparts of myself but that was epic! The original team up with her future self to fight her cousin's evil future self. Hey, can you bring the Noir & 2099 me here?" ask Spidey.

"Uh...no." said Ben.

"Awww!" moan Spidey.

"I heard the Avenger used to have a member named Dr. Bruce Banner, whom you called the Hulk. Where is he?" ask Kevin.

"He was exiled." said Fury.

"Why?" ask Ben & Jen.

"Because he was too powerful. He can't control his anger and he grow stronger everytime he gets angrier." answer Iron Man.

"Nonsense! We Tetramand heard this Hulk is the Sakkarrson and he saved the whole planet from an evil tyrant! You humans don't understand the life they went through!" growl Looma.

"Looma's right. He's a hero, whether you admit it or not." Helen said.

Then, a yellow speck flew by Kai. She tried to swat it away, but it quickly flew aside. "Hey! Watch who you're swatting, Kai!"

"Wasp." Kai said as she rested on her hand.

"Who do you expect? I would never miss an opportunity to work with you guys." Wasp said with a smile.

"Hey, Wasp! Where's Giant Man?" asked Ben.

"At the lab. I'm amazed that you have a transformation who is as small as me or as large as Hank."

"Yeah but Way Big is much more bigger then Giant Man or Giant Girl." Jen said.

"Hey, everybody!" a voice said out of nowhere.

"Oh no!" all of the Avengers in the room shouted.

"Who's that?" Every mmber of the Alien Force asked.

"That would be me! I'm the Merc with a Mouth, the guy who won't die, DEADPOOL!"

"Not you again." Spider-Man groaned.

"Who is this guy?" Eunice asked.

"Deadpool. This guy is more insane than any Nosedeenian you've seen. He's a mercenary with a healing factor stronger than Wolverine's." Fury answered.

"Aw man!" The Alien Force said.

"Whoa! The Alien Force is here! Jen Tennyson! The way that you handled Ultimo back there was better than anything I could've done in years!" Deadpool said rushing to her.

"Everyone, whatever you do, do not look at me." Jen said and everyone covered their eyes.

"Why is everyone looking away?"

"This." Jen slapped her Omnitrix and turned into Toepick. She opened her cage and revealed her hideous face and Deadpool turned as white as a sheet. He screamed at the top of his lungs and collapsed backwards.

Jen turned back. "Who called this guy for our mission?"

"I did! When I heard Axle, Jake and Rush are co-writting this new chapter of Ben's Twin, I was so freaking happy!" scream Deadpool.

"Huh?! But-But-But..." Jen was surprised to see he's back on his feet again.

"Man, girl, that face was ugly, I can't believe Rook pick you! He should go with She-Hulk, or Kai, or that skunk girl Kida! Hey, can I have that watch? Please please please! BURRRP! Sorry I don't remember eating that! And look at that behemoth! She got four eyes and four arms! She look so buffed that I bet nobody can date her unless they beat her. She is so lonely! WAHHHH! Oh! Ben Tennyson, tell me something. I thought you're a better ladies' man but you're wack! Let me introduce some of sexy alien babe I met through out the comics! Hey, Kai, is that zit on your face or YOU JUST MAD!? Drop and give me 50! WHOA! Now who is this nerd? Why you wearing a skirt and a glasses? Your AF/UA version are ugly but this one take the cake and why are you naked as an Anodite? Are you a stripper? Imagine a whole planet filled with stripper aliens, and evn your 80-year-old-but-still-super-young grandmother is a stripper! Hey, you shoul-ERRK!" Wolverine appear and slice Deadpool's head off.

"You talk too much, bub!" growl Wolverine. Spider-Man got an idea.

"How about we throw his head into the Null Void? Huh?" ask Spidey.

"Bang bang bang bang bang!" shout a female voice as bullets went flying across the room and Ben transform into Bloxx and block all bullets. Entering the room are four characters: a woman, a boy, a dog and a floating zombie head.

"Ugh, Deadpool never shut up. We're here because Red She-Hulk know we're the only one who can assist the Avenger and the Alien Force because we can't die easily." explain Head Pool while Lady Pool and Kid Pool put Deadpool's head back on. He woke up.

"Man I'm so thisty. I wonder why? OH! I know! It's because I wasn't talking for 10 minutes!" smile Deadpool and everyone except the Deadpool corps, groan.

"Enough chit-chat! Let's start the briefing!" shout Fury


	2. Part 2

**Chapter 32**

**Alien Force Assemble! Part 2**

It was 15 minutes before briefing in the meeting hall. Before that, Helen sat in a seat looking out the window. She held a picture of Pierce in her claws/hand. She sighed and held it to her heart and leaned down on the table. Eunice then walked into the room to see Helen having a moment. She walked over to her and laid her hand on her shoulder.

"Pierce would want you to keep going." Eunice said, comforting her friend.

"I don't know Eunice. I don't know how far I can go without him." Helen said, tears in her eyes. Ladypool walked in to see her despair.

"Ooh! Someone's crying. I know just what to do-"

"Get out of here, Ladypool! Can't you see she's having a moment?!" Eunice yelled at Ladypool and she stepped back.

"Nothing is more scary than an angry teenage girl. I learned that the hard way. Duly noted." Ladypool ran away from them.

"Don't know how far you can go? Look at you, Helen! You're a Kineceleran Hybrid! You can run across the globe twice in less than an hour if you wanted to. You've proven to us and to Pierce that you don't need him to be a hero."

Helen stood up and smiled at Eunice. "You're right."

* * *

Fury led them to the hall where the Alien Force and the Avengers sat at the table.

"Tennyson Twins, Elena, Wasp. You three have forms that have a very small size that allow you to get into small spaces quickly, much like Wasp can. You 4 are the spies for this mission."

"Yes! I get the twins!" The four of them high-fived.

"Helen, Eunice, Alan, Hope, Spidey, Gwen, Deadpool, Kidpool, and Kai. You guys will be the scouts here. Helen, your speed and strength make you a valuable asset for the scouting on this mission. As for Eunice and Alan, they have amazing speed and strength. Hope and Gwen, your mass variety of spells and charms are unreal here. Spidey, Deadpool and Kidpool, your stealth is awesome for the scouts to get the Kree's weapons. And we're going to New Mexico, Kai's original home. She knows it like the back of her hand."

"We'll take it." Hope said pulling out 7 straws of varying sizes, one straw being shorter the rest. She also said the duplication spell on her charm bag, duplicating it into three. She passed one to Jen and one to Gwen. Jen and Gwen pocketed their charm bags onto their belts. "These straws will decide our partners. Close your eyes and pick a straw. Whoever has the matching straw gets them as their partner. Shortest straw of all gets to go with Deadpool."

"Aw, come on!" Deadpool shouted.

They scout group closed their eyes and picked a straw.

"I've got Alan." Eunice said, fist-bumping the human-formed Pyronite Hybrid.

"I've got Kidpool." Helen said, picking up Kidpool and putting him on her lap.

"We're going to have so much fun." Kidpool said.

"Don't do anything mischievous, kid. I'm faster than all of the Pool Corps combined." Helen said.

"THAT IS... true." Deadpool admitted.

"Yes! I've got Gwen!" Hope cheered, hugging her bestie.

"Wait, that leaves me with..." Spidey started.

"Partners again!" Deadpool shouted, hugging Spidey, who face-palmed himself.

"Moving on." Fury said. "Tetramands, Kai on defense as well, Iron Man, Attea, Gwendolyn, Zed, Cooper, and Rooks Blonko and Shar. You are on defense for your mass knowledge of weapons. Zed is in there for her Nemetrix and Kai's knowledge of native weapons is impeccable."

"We'll take it." Looma said, hugging Manny.

"Let's get it on." Iron Man said, fist-bumping Iron Man.

"This better work." Gwendolyn said, petting Zed.

"Lastly, everyone else is on offense. Once Ant-Man gets here, he's on defense."

"AWESOME, BABY!" Ladypool shouted.

"I gotta work with him?" Wolverine complained.

"No, Wolverine." Julie said. "You're with me."

"Alright."

"Giant Girl. Called her." Ester called, fist-bumping Giant Girl.

"Now everyone. You're under my orders for this mission. Don't call for backup unless I say so and don't fire unless I say so." Fury said.

"Sir, yes sir!" Everyone shouted.

"Get to New Mexico and set up the defense station." Fury said to Agent Coulson.

"Yes sir." He steered the Helicarrier to New Mexico. "We will be arriving in 2 hours approximate time."

"Let's get to training." Hope suggested. Everyone agreed and they left for the training hall.

* * *

Ester was sparring against Deadpool in practice. Deadpool was very experienced in his hand-to-hand combat, but Ester's sanity was getting the better of him. When he started throwing out random punches and kicks, she dodged and jabbed him in the back. She then wrapped herself around him with his elasticity, rendering him helpless.

As the group trained with each other, Jen was talking to Dr. Gwendolyn. "Gwendolyn, I should tell you now. I didn't turn into my Master Anodite form at first, but it was for more reason than that I swore not to. I was, admittedly, afraid to use it. I still am to this day."

"Afraid? Why, Master Anodites have virtually no weaknesses." Gwendolyn said.

"That is nowhere near true. Being the Master Anodite is both a blessing and a curse. They do have one major weakness. The amount of power we have is great, but it causes major stress on the body. The more power we use, the bigger the stress is. It's just so painful to use that much at a time."

"Wow. What else can you do?" Gwendolyn asked her younger alternate cousin.

"*Sigh* Our mana abilities can actually revive allies. It can bring someone back to life, that is why I'm a valuable treasure. If I were to be captured by someone like Vilgax, he could use me to revive all of the enemies we destroyed over the years."

"Do you think you could-"

"I could, but I cannot revive Khaos, nor will I revive Khaos." Jen said.

"I understand why. He was a major threat to the universe as was I." Gwendolyn said.

"It's more than the universe. If I revive him, he will know that you've joined the Plumbers again. He will see you as betraying him and bring massive devastation to the universe and to you." Jen apologized.

"I understand." Gwendolyn said.

Tony then walked over to the girls. "Hey, Jen. I heard that your dream is to be a country singer along with being a hero."

"This is true." Jen said, taking a drink of her cola.

Ant-Man had arrived an hour ago and was training with Ben as Four Arms. He was certainly extremely strong in his Ant-Man form. He was able to knock down Ben in a few punches, despite the Tetramand thing.

"Nice one, Giant-Man."

"Thanks. So tell me about Jen." He said as they turned to their default forms.

"She's almost always been there for me before and after her training. With my old school bullies, Cash and JT. They were always picking on me because they were, well you know. Jen then came one day when no one was around in an alley, when she saw me hanging from a tree by my undies, she got mad at the two and she completely beat them over the head." Ben said, laughing.

Jen heard her brother and smirked, back to the picture of her certificate in martial arts and her black belt next to Gwen's.

"They always made sure she wasn't around when they bullied me. Then she disappeared for training and left. When word spread of her return from me they just ran away for mommy." The two just laughed and laughed and laughed. Jen came over to him.

"I'm your sister. I can't sit here and do nothing." Jen said.

"I know."

"Well, after this whole Kree thing is over with I might be able to hook you up with Tim McGraw." Jen then did a spit take as soon as he said those words.

"Tim McGraw, he's a country music god! Next to Rascal Flatts, he's my hero. You could really hook me up with him?!"

"Well, you are the famous Jen Tennyson. I'm a billionaire genius playboy philanthropist, so yeah."

Jen then fell backwards into Gwendolyn's lap. She was out cold from her fainting. Kai tossed her a fan and she started fanning away at her younger alternate cousin.

Back with the training, Elena in her Nano-chip Queen form was engaging Wasp in a miniature flight battle. They are actually equal in strength. Elena sent out the nano-chips that fired lasers, which Wasp avoided and blasted with her bio-electric stings. Wasp then swatted the Chips away with her kicks.

Elena smiled and told Wasp. "Not bad, I am kind of rusty at this though."

"You'll get used to it. Just like I did." the college student said.

Kai spared with Wolverine in hand-to-hand combat. She backflipped as he punched and jabbed at her. She managed to get him in the side, knocking him on his back.

"Good one." Wolverine complemented.

"Thank you. My backstory with joining these guys is what I gave up. I pretty much gave up a really good career in journalism back home to come to Bellwood and fight on Ben's Team for the universe. This means everything to me."

"I'm not gonna lie. You are awesome!" Deadpool shouted to Ester.

"Thanks." Ester then readjusted her headpiece and went to her group.

"So you took down some of the most extreme villains that ever existed and all of you are teenagers?!" Wasp shouted, excited.

"That's right. We don't care how strong our opponents get." Ben said.

"When they push their limits-" Elena said.

"We grow faster." Helen said.

"When they refuse to quit-" Eunice said.

"We grow bolder." Hope said.

"When they lift the spirits of the universe-" Manny said.

"We grow stronger." Attea said.

"We are powered by sheer determination." Alan said.

"We are the last line of defense." Cooper said.

"We are-" Jen said.

"The Alien Force!" They chanted together.

"Wow. They really know how to battle threats." Wolverine said.

"They just grow stronger and stronger the more experience they have with each other." Spider-Man said.

"Attention, Avengers and Alien Force. We have begun our descent. Meet in the landing bay effective immediately." Coulson said from the intercom.

"Let's get Chaotic!" Jen and Ladypool said.

"Man that is just so fun to say!" Ladypool said.

"I know, right?" Jen said, giving Ladypool a friendly jab.

"_I'm ready for the action, Jen." _Zed told Jen in her mind.

"You like the new Nemetrix?"

"Yes and no. It feels like deja vu but it's nice to be using it for our own purposes now." Zed said.


	3. Part 3

**The song is Changed by Rascal Flatts.**

* * *

**Chapter 3**

The invisible Helicarrier touched down in New Mexico, where they saw the Kree setting up a forge. Fury discussed the plans as the S.H.I.E.L.D. agents set up their giant fort near the Helicarrier. They set up the weapons that they were comfortable with using.

Kai had packed her quiver crossed with her pack of other weapons. She pulled her telescope out of her pack while she stood next to Rook Shar, who had her Proto-Tool drawn in rocket-launcher mode. Iron Man flew by the two as he saw the girls.

"Kai. Are you sure you can use the bow as awesome as Hawkeye?" Iron Man asked.

"Hawkeye has nothing on me." Kai said, drawing an arrow and pulling it over her shoulder and it hit the bulls-eye.

Tony's face-plate opened and he stood, absolutely stunned. "...?"

"She plays a lot of Fire Emblem back home." Shar said.

Hope and Gwen sat on two crates next to Dr. Gwendolyn as she explained her story to present-day Gwen. Gwen then bowed her head in respect for her alternate future self.

"I destroyed my entire family for absolutely 0 reasons whatsoever. After I realized it, I had an epiphany. My friends, my family, everyone I've ever cared for. They're all gone and it's all because of me." Gwendolyn said.

"None of that matters now." Gwen said. "You're still part of our family. I don't know what Jen sees in you, but I like it. Good luck."

"Thanks, Charmcaster-" Hope shushed Gwendolyn when she said that.

"Rule one in Alien Force, you must address me as Hope." she said.

"So, that Gigantrooper?" Gwendolyn asked.

"Cooper made it. It has sensors in the arm and leg bands that do awesome tricks. The robot does what you do." Hope said.

"I couldn't have made that."

Blukic and Driba had come along for the ride and inserted two energy turrets into the slots that Fury had provided them for their defense.

"Are you sure you're putting those in the right way?" Driba asked Blukic as he inserted the turrets into the slots.

"I'm absolutely sure." Blukic said.

"We'll see."

* * *

Back in the loading bay where Ben, Elena, Jen, and Wasp were preparing to go spying on the Kree's station, Jen was sitting on her crates strumming her guitar. She put on a song for Wasp especially as she sung. It was inspired by Gwendolyn joining as a reserve member to help them however she could

**I came up  
Out of the water  
Raised my hands  
Up to the Father  
Gave it all to him that day  
Felt a new wind kiss my face**

**Walked away  
Eyes wide open  
Could finally see  
Where I was going  
It didn't matter where I'd been  
'Cause I'm not girl I was then**

* * *

Gwendolyn leaned on the edge of the top of the fortress as she continued Jen's song, not knowing she was singing it too.

**I got off track, I made mistakes!  
Backslid my way into that place  
Where souls get lost  
Lines get crossed  
And the pain won't go away!**

**I hit my knees now here I stand!  
There I was, now here I am  
Changed**

* * *

The two then continued the song togther.

**I got a lot  
****Of 'Hey, I'm sorry's'  
****The things I've done  
****Man, that was not me  
****I wish that I could take it all back  
****I just wanna tell 'em that  
Tell 'em that!**

**I got off track, I made mistakes  
Backslid my way into that place  
Where souls get lost  
Lines get crossed  
And the pain won't go away!**

**I hit my knees now here I stand  
There I was now here I am  
Here I am**

**I'm Changed for the better  
More smiles, less bitter  
I'm even starting to forgive myself**

**I hit my knees now here I stand  
There I was now here I am  
Here I am  
I'm Changed!**

**Oh, yes I am  
Changed for the better!**

Wasp leaned on her hands as she and the others listened to her melodious voice.

"Wow. You have such a beautiful voice, Jen." Wasp said.

"Thanks, Wasp. I've always loved country music for its emotion. It's kind of about my relationship with Rook." Jen said.

"You can call me Jan, if you want to. How do you feel about Rook?"

"Okay, Jan. To be honest, I'm not in as strong a relationship with him as my brother is with my best friend. I just don't have the time for dates at the moment. I'm a Master Anodite. I have to protect this universe with my very being. I also have my singing career in front of me as well. I love him to death, but I'm just not in a good position for dates." Jen sighed.

"Well, that's what happened to cause Julie to get upset with me before, sis." Ben said.

"But that's why I brought her with me to the Plumber's Academy. So you would have time for each other even on missions with her officially on the team. Now she could go on missions with you. Even then, you don't have nearly as many responsibilities as me." Jen said.

"True. Rook was already on the team before you fell for him." Ben said. "Also, another issue is that too many girls fall for me. And one of them is somewhere in this very room."

"Alright. I respect your relationship with Julie now Ben." Elena said. "I'm not in love with you anymore. Because I'm on your team again, I love you in like a sibling way. Kind of like how Jen is to you. Speaking of which, I heard you guys once broke up."

"Don't remind me of that. I've never been more miserable before then, or since."

"What do you mean."

"It wasn't just that we broke up! It was the way we broke up!" Ben said as he flashed back to how painful he was as he locked himself in his room.

"It's fine. We're back together now and that's all that matters." Ben smiled. "Speaking of which, Jen. How did you and Rook first meet?"

"I thought you'd never ask. I was 14 and still training with Grandma. I was practicing my teleportation ability and wound up on Revonnah. After the Revonnahganders chased me, thinking I was a witch to steal the Ogia, Rook came in and rescued me, sending them off from his house. I told him my name and legacy and I assume you know the rest."

"Interesting." Elena commented.

"Attention Spies." Fury said over the intercom. "Your task begins now."

Ben and Jen nodded and pressed their Omnitrixes. Ben transformed into Nanomech and Jen transformed into Frostblight.

"Let's see if I remember how to change my size." Elena said as she turned herself into her Nanochip Queen form. She then focused and took a breath and she shrunk down to Frostblight's size. "I did it!"

Wasp just sighed and shrunk down to her wasp size, her tiny insect wings growing out of her back. The hanger door opened up to the vast desert horizon across the landscape.

"Let's get Chaotic." Frostblight said as the foursome flew out into the desert. "I'm going to need periodic rests, guys. Cryosprites like Frostblight are very weak in extreme humidity."

"Given that we're in the middle of a desert, you're probably right." Elena said as they just sighed.

* * *

Gwendolyn, Gwen, and Hope were judging their defenses when they came up to the energy turrets. Gwendolyn noticed that the mouth of the turret was missing.

"It's upside-down." Hope realized.

"BLUKIC! DRIBA!" Gwen shouted as she lifted them up and tossed them into the garbage can with her mana powers.

"No wonder you have that kind of temper." Hope said as Ultimo nodded.

"If I could still turn into Jury Rigg, I could fix this problem." Gwendolyn said. Just as she said that, her arm then flared up in a large amount of pain. She then gripped it hard as a section of it opened up and out came an Omnitrix core. It was colored brick red and silver rimmed. She then touched it, curiously and then she shrunk down to Jury Rigg's size and holographic features of the alien came out. The devil's ears, tail, and even her clothes changed into the aviator's outfit.

"FIX FIX FIX!" Gwendolyn shouted uncontrollably as Gwen and Hope took a step back from her. She then quickly took the turrets apart and put them back together in the correct position. The new Omnitrix timed out and she turned back to normal, exhausted.

"Gwen? Hope?" She said, confused and shocked.

Gwen and Hope scanned her mana and they found something peculiar.

"There's cybernetic parts connecting from your arms, heart, and spinal area. These parts have tubes with Codon Energy running through them. It's created an internal Omnitrix that is actually biologically connected to you." Hope gasped.

"Biological Omnitrix?" Gwendolyn said thinking. "Biotrix." She whispered to herself.

She then ran through the alien life forms. It contained 14 different aliens at the moment. Wild Cat, Grey Matter, Shocksquatch, Jury Rigg, Spitter, Sandbox, Battefly, Ghostfreak, Healster, and Heat Blast.

"No way." Gwendolyn said as she stared in awe of her new Omnitrix. "The Ultimatrix Punch! It must have infused my being with Codon Energy!"

"That is the only logical explanation." Hope said, helping her to her feet.

"I need a new outfit." Gwendolyn said, gesturing to Hope.

Hope then smiled and her hands glowed magenta. Gwendolyn's outfit changed into a midnight blue off-the-shoulder shirt with the familiar cat symbol on the chest. Her right arm (as the left was the cyborg arm) sported several bracelets of different colors. She sported grey-brown shorts and black combat boots for her battles. Gwendolyn smiled and looked over her new outfit. "I can totally see wearing this."

"Glad you like it." Hope said, hugging her.

* * *

**Hey, Axle. Dr. Gwendolyn's new abilities also allow another that I'm making up. Here's a hint. Look up Necrid from Soul Calibur II**


End file.
